Amendment Two to Credit Agreement



 Exhibit 10.6 
  
 AMENDMENT TWO TO CREDIT AGREEMENT 
  
 This Amendment Two to Credit Agreement (“Amendment”) is dated as of August     , 2003, among MATRIX SERVICE
COMPANY, as Borrower, the Lenders and BANK ONE, NA (as successor by merger to Bank One, Oklahoma, NA), with its main office in Chicago, Illinois, as a Lender and as Agent for the Lenders. 
  
 RECITALS 
  
 D. Reference is made to the Credit Agreement dated as of March 7, 2003, among Borrower, Lenders and Agent, as amended by
Amendment One to Credit Agreement dated as of May 22, 2003 (as amended, the “Credit Agreement”) pursuant to which each of the Lender’s established their respective Commitments in favor of the Borrower. 
  
 E. Borrower has requested the Lenders to extend the maturity of the Temporary
Over-Advance; and the Lenders and Agent have agreed thereto, subject to the terms and conditions set forth below. 
  
 F. Terms used herein shall have the meanings ascribed to them in the Credit Agreement, unless otherwise defined herein. 
  
 AGREEMENT 
  
 7. Amendments to Credit Agreement. 
  
 1.5.1 The Amendment One to Credit Agreement amended, inter alia, the term Borrowing Base to read “Borrowing Base plus
$8,000,000” until the earliest of; among other occurrences, August 31, 2003, or upon the failure of Borrower to maintain outstanding Revolving Loans and LC Obligations equal to or below the Borrowing Base for at least five (5) consecutive
Business Days during each of the months of May, June, July and August. Such date is hereby amended to read “December 31, 2003” and the months of “September, October, November and December” are hereby added. 
  
 8. Representations. Borrower represents to Agent and Lenders that: (i) their exists no
Default or Unmatured Default; (ii) the representations and warranties contained in Article V of the Loan Agreement are true and correct as of the date hereof, except to the extent such representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date; and (iii) it is in compliance with the financial covenants as set forth in Section 6.27. 
  









 9. Ratifications. Borrower shall deliver to Agent fully executed originals of the Ratification of Security
Agreements and Ratification of Guaranty Agreement, in the forms set forth on Schedules “3-A” and “3-B”, respectively, attached hereto. 
  
 10. Fee. As inducement for the Lenders and Agent to execute this Amendment, Borrower shall pay $12,500 in good funds, upon the
execution hereof, to Agent for the equal distribution to the Lenders. 
  
 11.
Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Oklahoma. 
  
 12. Reimbursement. Borrower agrees to reimburse Agent for any costs, expenses, and fees (including reasonable attorney fees) incurred
in connection with the preparation of this Amendment. 
  
 IN
WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuer and the Agent have executed this Amendment as of the date first above written. 
  

			
	MATRIX SERVICE COMPANY
		
	 By:
	 	 
	 	 	 Michael J. Hall, Vice President




			
		
	 Notice Address:
	 	 10701 East Ute Street
 Tulsa, OK 74116

	 Attention:
	 	 Michael J. Hall,
 Vice President

	 Telephone:
	 	 (918) 838-8822

	 FAX:
	 	 (918) 838-8810



  

			
	BANK ONE, NA (as successor by merger to Bank One, Oklahoma, NA)
	 Individually and as Agent and LC Issuer

		
	 By:
	 	 
	 	 	 David G. Page, First Vice President




			
		
	 Notice Address:
	 	 4th Floor OK2-6110
 15 East Fifth Street
 Tulsa, OK 74103

	 Attention:
	 	 David G. Page,
 First Vice President

	 Telephone:
	 	 (918) 586-5430

	 FAX:
	 	 (918) 586-5474